Announcement regarding Business / Economic developments in the Parent Company and ELGEKA Group

Industrial Area of Sindos – Thessaloniki, February 15th, 2019

 

Announcement regarding Business / Economic developments in the Parent Company and ELGEKA Group

 

Under the provisions of L.3340/10-05-2005, of Board’s Decision 3/347/12.07.2005 of Hellenic Capital Market Commission and Regulation of Athens Stock Exchange Market, our Company informs the investing public and its shareholders the following:

On 12/02/2019, the Extraordinary General Meeting of the shareholders of the 99,99% subsidiary company “DIAKINISIS S.A. Warehousing – Transport – Packaging” decided:
a) the reduction of its share capital by the amount of 9.900 thousand euro for the purpose of covering an equivalent amount of accounting losses, with a corresponding reduction of the nominal value of each share by one euro and twenty cents (€ 1,20), namely from two euro (€ 2,00) at eighty cents (€ 0,80) each, and
b) the increase of its share capital by the amount of 6.400 thousand euro by cash payment and the issue of 8.000.000 new common registered shares of nominal value of eighty cents (€ 0,80) each, as well as the amendment of article 5 of its Articles of Association.

This increase of the share capital of “DIAKINISIS S.A. Warehousing – Transport – Packaging” will be fully covered by the company “ELG HOLDINGS SINGLE-MEMBER S.A.”, which is a newly established 100% subsidiary of “ELGEKA S.A.”. The nominal share capital of the new company amounts to 25.000 euro divided into 25.000 common registered shares of nominal value of one euro (€ 1,00) each. The main object of the company’s activity will be, among other things, the creation or participation in any way to domestic or foreign companies and enterprises of any kind, which have already been founded or will be established in the future, regardless of their corporate type and purpose.

The aforementioned subsidiary company “ELG HOLDINGS SINGLE-MEMBER S.A.” signed yesterday, Thursday 14/02/2019, a contract with the investment capital “Southbridge Europe Mezzanine SICAR”, for the purpose of its financing by issuing a convertible and exchangeable bond loan of up to 6.400 thousand euro, the total amount of which will be used to cover the increase in the share capital of “DIAKINISIS S.A.” as above. The duration of the convertible exchangeable bond issued by “ELG HOLDINGS SINGLE-MEMBER S.A.” is sixty six (66) months, with the payment of both the principal and the interest on the expiry of the loan, in case of non-conversion / exchange. The bond loan is either
convertible into shares of “ELG HOLDINGS SINGLE-MEMBER S.A.” or exchangeable in shares of “DIAKINISIS S.A.” that holds “ELG HOLDINGS SINGLE-MEMBER S.A.”.

Following the above, the new share capital of the subsidiary company “DIAKINISIS S.A. Warehousing – Transport – Packaging” will amount to totally 13.000 thousand euro divided into 16.250.000 common registered shares with nominal value of eighty cents (€ 0,80) each, while the total participation percentage of “ELGEKA S.A.” to “DIAKINISIS S.A.” will remains at 99,99%, namely percentage 50,76% directly and percentage 49,23% indirectly through “ELG HOLDINGS SINGLE-MEMBER S.A.”.

The strategic cooperation with the international investment scheme is an important development for the Group as:

  • It strengthens one of ELGEKA’s core operations, which is 3PL logistics in Greece, through its subsidiary DIAKINISIS.
  • The increase in the share capital of DIAKINISIS will contribute to the enhancement of its equity, to the unrestrained implementation of its business plans and the foundation of its strategic role in the country’s logistics services sector.

Ministry of Economy & Development – General Secretariat for Commerce
Directorate of Societe Anonyme Companies – G.E.MI. Νο: 57298604000